Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07.

Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of Pioneer Natural Resources Company (the “Company”) was held on May 17, 2018 in Midland, Texas. At the meeting, three proposals were submitted for a vote of stockholders, as described in the Company’s Proxy Statement dated April 5, 2018 (the “Proxy Statement”). The following is a brief description of each proposal and the results of the stockholders’ votes.

Election of Directors. Prior to the meeting, the Board designated each of the persons named below as nominees for election as directors. Each nominee was, at the time of such nomination and at the time of the meeting, a director of the Company. At the meeting, each nominee was elected as a director of the Company, with the results of the stockholder voting being as follows:

Nominee

For

Against

Abstain

Broker

Non-Votes

Edison C. Buchanan

131,313,954

3,961,736

98,768

11,455,272

Andrew F. Cates

133,689,810

1,579,210

105,438

11,455,272

Timothy L. Dove

134,998,777

278,621

97,060

11,455,272

Phillip A. Gobe

134,085,081

1,190,652

98,725

11,455,272

Larry R. Grillot

134,997,878

278,209

98,371

11,455,272

Stacy P. Methvin

134,893,749

376,463

104,246

11,455,272

Royce W. Mitchell

134,999,877

277,121

97,460

11,455,272

Frank A. Risch

131,992,958

3,281,927

99,573

11,455,272

Scott D. Sheffield

133,626,842

1,646,533

101,083

11,455,272

Mona K. Sutphen

134,879,890

386,956

107,612

11,455,272

J. Kenneth Thompson

130,926,469

4,345,061

102,928

11,455,272

Phoebe A. Wood

131,572,848

3,694,632

106,978

11,455,272

Michael D. Wortley

133,790,962

1,472,803

110,693

11,455,272

Ratification of selection of independent auditors. The engagement of Ernst & Young LLP as the Company’s independent auditors for 2018 was submitted to the stockholders for ratification. Such engagement was ratified, with the results of the stockholder voting being as follows:

For

144,610,230

Against

1,307,158

Abstain

912,342

Broker non-votes

-

Advisory vote on executive compensation. The Company submitted to the stockholders for approval, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The proposal was approved, with the results of the stockholder voting being as follows:

For

129,365,968

Against

5,822,049

Abstain

186,441

Broker non-votes

11,455,272

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.